Exhibit






FIRST AMENDMENT TO
FIFTH AMENDED AND RESTATED MASTER
 LEASE AND ACCESS AGREEMENT




This First Amendment to Fifth Amended and Restated Master Lease and Access Agreement (this “Amendment”) is entered into as of August 4, 2020 to be effective 12:01 a.m. Central Time (the “Effective Time”) on January 23, 2020 (the “Effective Date”) by and between the Parties whose signatures are set forth below.


WHEREAS, on October 29, 2018, the Parties entered into that certain Fifth Amended and Restated Master Lease and Access Agreement (the “Agreement”).  Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Agreement.


WHEREAS, the Parties now desire to amend certain provisions of the Agreement as set forth herein.  


NOW, THEREFORE, in consideration of the premises and the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as of the Effective Date, the Parties hereby amend the Agreement as follows:


1.Incorporation of Recitals.  The recitals for this Amendment are fully incorporated herein by the reference thereto with the same force and effect as though recited herein.


2.Amendments. Exhibit E attached to the Agreement is hereby deleted and replaced in its entirety with Exhibit E attached to this Amendment. In addition, Exhibits E-8 and F-8 attached to this Amendment are hereby added to the Agreement.
 
3.     Counterparts.  This Amendment may be executed in counterparts each of which shall be deemed an original.  An executed counterpart of this Amendment transmitted by email shall be equally as effective as a manually executed counterpart.


4.    Successors and Assigns.  This Amendment shall inure for the benefit of and shall be binding on each of the Parties and their respective successors and/or assigns.


5.    Entire Agreement.  This Amendment contains the entire agreement between the Parties as to the subject matter hereof and, except as provided for in this Amendment, the terms and provisions of the Agreement shall remain in full force and effect.


[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, the Parties have executed this First Amendment to Fifth Amended and Restated Master Lease and Access Agreement to be effective as of the Effective Date.


Related Refinery Owners:


HOLLYFRONTIER EL DORADO REFINING LLC
HOLLYFRONTIER CHEYENNE REFINING LLC
HOLLYFRONTIER TULSA REFINING LLC
HOLLYFRONTIER WOODS CROSS REFINING LLC
HOLLYFRONTIER NAVAJO REFINING LLC




By: /s/ Thomas G. Creery            
Name: Thomas G. Creery
Title: Senior Vice President, Commercial




Relevant Asset Owners:


EL DORADO LOGISTICS LLC
EL DORADO OPERATING LLC
CHEYENNE LOGISTICS LLC
HEP TULSA LLC
WOODS CROSS OPERATING LLC
HEP WOODS CROSS, L.L.C.
HEP PIPELINE, L.L.C.




By: /s/ Richard L. Voliva III            
Name:  Richard L. Voliva III
Title:    President 





Exhibit E
to
Fifth Amended and Restated Master Lease and Access Agreement






Applicable Term and Applicable Assets


	
			
	Location
	

Applicable Term
	

Applicable Assets

	El Dorado Refinery Complex

	For El Dorado Logistics
	Commencement Date:  November 1, 2011
End Date:  November 1, 2061 (midnight)
	See Exhibit E-1

	For El Dorado Operating
	Commencement Date:  November 1, 2015
End Date:  November 1, 2065 (midnight)
	See Exhibit E-8

	Cheyenne Refinery Complex

	For Cheyenne Logistics
	Commencement Date:  November 1, 2011
End Date:  November 1, 2061 (midnight)
	See Exhibit E-2

	Tulsa Refinery Complex

	Group 1 Assets and Group 2 Assets
	Commencement Date:  March 31, 2010
End Date:  March 31, 2060 (midnight)


	See Exhibit E-3

	Tulsa West Tankage Assets and Receiving Pipelines


	Commencement Date:  March 31, 2016
End Date:  March 31, 2066 (midnight)


	See Exhibit E-3

	Woods Cross Refinery Complex

	For HEP Woods Cross
	Commencement Date:  February 29, 2008
End Date:  February 28, 2058 (midnight)
	Applicable Assets at Woods Cross Refinery Complex (excluding the Woods Cross Pipeline Pad)


See Exhibit E-4



	Commencement Date:  September 10, 2010
End Date:  February 28, 2058 (midnight)
	Woods Cross Pipeline Pad


See Exhibit E-5

	For Woods Cross Operating
	Commencement Date:  October 1, 2016
End Date:  October 1, 2066 (midnight)
	See Exhibit E-9

	Navajo Refinery Complex

	 
	Commencement Date:  February 29, 2008
End Date:  February 28, 2058 (midnight)
	Applicable Assets at Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station and the Artesia Pump and Receiving Stations)


See Exhibit E-6

	Commencement Date:  September 10, 2010
End Date:  February 28, 2058 (midnight)


	Artesia Pump and Receiving Stations


See Exhibit E-7

	Commencement Date: January 23, 2020
End Date:  February 28, 2058 (midnight)
	LACT Units #6007102, #6007103, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-8  and all related equipment


See Exhibit E-8











Exhibit E-8
to
Fifth Amended and Restated Master Lease and Access Agreement






Applicable Assets:  Navajo Refinery Complex
LACT Units #6007102, #6007102, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-8  and all related equipment




		
	1.
	LACT Units #6007102, #6007103, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-8 and all related equipment















Exhibit F-8
to
Fifth Amended and Restated Master Lease and Access Agreement






Legal Description for Navajo Refinery Complex (LACT Units #6007102, 6007103, and the easternmost LACT Unit located in Lane 3 and related equipment)





Page 1